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국제법률연구원(ILRI)이 귀사의 싱가폴 진출을 지원합니다.
국제법률연구원은 한국기업과 외국기업의 싱가폴 진출을 현지 파트너 로펌과 함께 지원하고 있습니다.
싱가폴내 현지법인 설립, 각종 현지계약, 주재원 체류비자, 각종 수출입 허가증 까지 해결해 드리오니 많은 문의 바랍니다.
싱가폴 진출을 희망하는 한국 기업을 위해 현지법인 설립을 위한 안내합니다.
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- 본 정보는 국제법률연구원(www.ilri.co.kr)의 동의없이 사용하여 이익추구 할 수 없으며, 비영리 목적으로 사용시에도 "출처: 국제법률연구원(www.ilri.co.kr)" 을 기재해야 합니다.-
INCORPORATE A COMPANY IN SINGAPORE
If you wish to proceed with the incorporation of the company, please fill in the Information Sheet enclosed herewith with the required information.
A. Incorporation Procedures
The incorporation procedures are as follows:-
(i) Application for Approval and Reservation of Name
Application for approval and reservation of the proposed name of the new company must be made to the Accounting and Corporate Regulatory Authority (“ACRA”) and will be done through Bizfile, the online electronic filing system of ACRA. For the purposes of the name application, we would require the proposed name of the company, the type of company (eg. Private company limited by Shares), the proposed issued capital, the proposed amount to be paid on incorporation, the details of the principal activities of the company, the details of the proposed directors (name, address, identification/passport number, identification type and nationality) and the details of the proposed subscribers (identification/registration number, identification type, name, nationality and address) before we can proceed with the name application. The words "Private Limited" or its abbreviation "Pte. Ltd." must form part of the name if it is a private limited liability company.
If the proposed name includes the name or trade mark of your company or any other company in Singapore or any other country, the consent of the owner of the name or the trade mark owner must be obtained.
Once the application is submitted for the approval of the name of the new company via Bizfile, the name will ordinarily be approved within a few days unless the name is rejected by ACRA or the applied name or business activity of the new company requires further processing or clearance by any other government authority. In the case where a name appeal is submitted, the processing time would be about five working days.
(ii) Registration Documents for Incorporation
We will proceed to prepare the registration documents for the first Director(s)'/Subscriber(s)’ signatures after ACRA approves the name.
The registration documents comprise the Memorandum and Articles of Association and other prescribed forms which can be prepared by us upon provision to us of the requisite particulars of the first Director(s)/Subscriber(s).
When the registration documents have been duly signed by the first Director(s)/Subscriber(s) and received by us, we will then submit the Memorandum and Articles of Association and other relevant information through Bizfile. Thereafter, it will ordinarily take another 1 working day for ACRA to issue a Notice of Incorporation which will enable the company to commence business.
B. Directors and Shareholders
With effect from 1 April 2004, a private limited company must have a minimum of one Director, who must be ordinarily resident in Singapore. If the company has more than one Director, then at least one of such Directors must be ordinarily resident in Singapore. Singapore citizens, Singapore permanent residents or expatriates who have been issued with employment passes/dependent’s passes would generally be considered as persons resident in Singapore for this purpose. We regret that our lawyers are unable to act as the first Directors.
With effect from 1 April 2004, there must be at least 1 shareholder who can either be an individual of any nationality or a corporate person. Save for certain exceptional circumstances (e.g. where financial institutions are being incorporated), there is no restriction on the shares of a Singapore company being wholly owned by a foreign corporation. The sole director and the sole shareholder of a company can be the same person but the sole director and the company secretary cannot be the same person.
It is practical to register a company using only one or two individuals to represent the first Director(s) and the Subscriber(s) of one share each. A Director may also be a subscriber/member of the company. If the first Directors/Subscribers are present in Singapore to execute the incorporation documents, the incorporation process of the company could be more expeditious. As soon as the company is registered, share transfers can be effected to transfer the one or two (as the case may be) subscriber shares to the holding company or to other individuals save in certain exceptional circumstances (e.g. where financial institutions are being incorporated) where there is a restriction on the shares of the Singapore company being wholly owned by a foreign corporation.
C. Capital
Since 30 January 2006, the concept of Singapore incorporated companies having an authorized capital has been eliminated. As such, there is no need for newly incorporated companies to state its authorized capital in its memorandum and articles of association. Further, it may be worthwhile to note here that all shares in Singapore incorporated companies (whether issued before or after 30 January 2006) have no par or nominal value i.e. share issuances can be made at any issue price (or even at different issue prices).
Updated as at 17 February 2006.
Information Required For Incorporating A Company In Singapore
(While completing this Information Sheet, please also refer to the relevant portion of the Notes attached hereto)
1. Client’s Particulars
Name :
Address :
Telephone No./Fax No. :
2. Name of Proposed Company (See Note 1)
(1)
(2)
(3)
3. Private or Public Co. (See Note 2)
4. Business of the Company (See Note 3)
5. Restrictions on Objects (if any) (See Note 4)
(Please indicate “NIL” if there are to be no restrictions or limitations on the business, activities or objects of the company.)
6. Proposed Issued Capital and Proposed amount to be paid on incorporation (See Note 5)
(1) Proposed Issued Capital :
(2) Proposed amount to be paid on incorporation :
7. First Subscribers (See Note 6)
(1) Name :
Address :
NRIC/Passport No. :
Nationality :
Occupation :
No of Share(s) Subscribed :
Issue price of Share(s) Subscribed :
(2) Name :
Address :
NRIC/Passport No. :
Nationality :
Occupation :
No of Share(s) Subscribed :
Issue price of Share(s) Subscribed :
8. Number of Directors (See Note 7)
Minimum : …………………….…….………..……… Maximum ………………………………..……………
(Please also complete the Directors’ Particulars (1) and (2) on pages 6 and 7)
9. Registered Office (See Note 8)
10. Office Working Hours of Registered Office
Monday to Friday :…………………………………..….… Saturday :……….……………………….….….
11. Secretary (See Note 9)
Name :
Address :
NRIC/Passport No. :
Nationality :
Occupation :
12. Special Instructions on Articles of Association
Restrictions on transfer of shares (See Note 10)
General Meetings (See Note 11)
Quorum :…………………………..….… Casting vote for Chairman :……..…………………….……….
Other instructions :…………………………………………..………………..………………………….
.……………………….
Directors (See Notes 12 and 13)
Share qualification :………………………………………………………………………..…………….…
……
Restriction on borrowing powers :……………………………………..………………..…...………………
Retirement (See Note 14) :……………………………………………………………………………………
Quorum (See Note 15) :……………………………………………………………………………………….
Casting vote for Chairman :………………………………………………………..……………..…………..
Alternate director (See Note 16) :…………………………………………………..………………...…….
Agreed Fees
Other Remarks
DIRECTOR’S PARTICULARS (1)
NAME OF DIRECTOR / CHINESE CHARACTERS (if applicable)
TOWN & PLACE OF BIRTH
DATE OF BIRTH
OCCUPATION
NAME OF EMPLOYER
NATIONALITY/CITIZENSHIP
Current :
At Birth :
TRAVEL DOCUMENT NUMBER
(Please specify whether Passport/Certificate of Identity/Document of Identity/Others)
Date of Issue :
Country of Issue :
IDENTITY CARD NUMBER
Date of Issue :
Country of Issue :
ADDRESS IN Singapore
Overseas
Others
COUNTRIES OF RESIDENCE (if different from Country of Birth)
From To Country
DIRECTOR’S PARTICULARS (2)
NAME OF DIRECTOR / CHINESE CHARACTERS (if applicable)
TOWN & PLACE OF BIRTH
DATE OF BIRTH
OCCUPATION
NAME OF EMPLOYER
NATIONALITY/CITIZENSHIP
Current :
At Birth :
TRAVEL DOCUMENT NUMBER
(Please specify whether Passport/Certificate of Identity/Document of Identity/Others)
Date of Issue :
Country of Issue :
IDENTITY CARD NUMBER
Date of Issue :
Country of Issue :
ADDRESS IN Singapore
Overseas
Others
COUNTRIES OF RESIDENCE (if different from Country of Birth)
From To Country
- 본 정보는 국제법률연구원(www.ilri.co.kr)의 동의없이 사용하여 이익추구 할 수 없으며, 비영리 목적으로 사용시에도 "출처: 국제법률연구원(www.ilri.co.kr)" 을 기재해야 합니다.-
NOTES
1. An application to determine the availability of a name(s) is made to the Registrar of Companies via Bizfile, the online electronic filing system of the Accounting and Corporate Regulatory Authority (“ACRA”). Subject to the name(s) being approved, it is reserved for a period of 60 days from the date of application during which time documents for registration of the Company should be lodged with the Registrar of Companies. The reservation of a name may be extended for a fee on application for a further period not exceeding 60 days only.
(a) Please give at least one alternative name in the event that your first choice cannot be registered.
(b) If the company restricts the right to transfer shares and does not have more than 50 members, it is a private company and must have the word “Private” or its abbreviation “Pte.” as part of the display of the name. The word “Private” or “Pte.” must immediately precede the word “Limited” or “Ltd.” in the name.
(c) Every company to be incorporated with limited liability must have the word “Limited” or its abbreviation “Ltd.” as part of its display at the end of the name.
(d) The Registrar of Companies also suggest that the name of the company include a word descriptive of the main business or activity of the Company i.e. trading, manufacturing investment or holding company.
2. A private company is one which restricts the right to transfer shares and whose membership is restricted to not more than 50 members. A public company is one which has no restrictions placed on the transfer of shares and the number of shareholders, and whose membership may file a Statement in Lieu of Prospectus before being entitled to commence business and is required to hold a statutory meeting not later than three months after being so entitled to commence business.
3. Give full details of proposed business of company, e.g., investment holding, property development, shipping, trading, manufacturing of……………….., insurance, etc.
4. Prior to 1 April 2004, there was a need to state the objects of the company in its memorandum of association. Theoretically, under this requirement, a company could not do anything that is not authorized by the objects clauses of its memorandum. With effect from 1 April 2004, the requirement for objects of the company to be stated in its memorandum has been removed. Therefore, the activities of the company need not be limited to objects stated in its memorandum. The company has full capacity to carry on or undertake any business or activity and has full rights, powers and privileges for such purposes. A company can however restrict such capacity, rights, powers or privileges in its memorandum or articles of association. As such, it is important to expressly limit the powers of the company in its memorandum or articles of association if it is your commercial intention to do so. Otherwise, the company will be able to carry or undertake any business or activity that is not expressly limited. Against this backdrop, please indicate the restrictions or limitations you wish to impose on the activities or business of the company if this is your commercial intention.
5. All shares in Singapore incorporated companies (whether issued before or after 30
January 2006) have no par or nominal value i.e. share issuances can be made at any
issue price (or even at different issue prices).
6. (a) For the purpose of incorporation a minimum of one person is required to subscribe and pay for one share in the capital of the company and such shares are commonly known as subscribers’ shares. There can be more than one subscriber.
(b) It is more convenient to have individuals to subscribe for subscribers’ shares rather than corporations even though the subscribers’ shares properly belong to the corporation. After the formation of the company these shares could then be transferred to the corporation. Pending such transfer, the subscribers could execute a trust deed in favour of the corporation. This only applies when beneficial ownership of such shares belong to some other person or corporation other than the subscriber.
7. (a) Every company must have a minimum of one director, who must be ordinarily resident in Singapore (that is, a Singapore permanent resident or citizen of Singapore or employment pass holder). A company may have a minimum of more than one and is a question of choice but the minimum number must relate to the quorum for directors.
(b) A company may have any maximum number of directors and the ideal maximum is a question of choice.
(c) Only natural persons may be directors.
8. The registered office must be a place within Singapore.
9. The Secretary must be a natural person and must have his principal or only place of residence in Singapore. It shall be the duty of the directors of a company to take all reasonable steps to secure that each Secretary of the company is a person who appears to them to have the requisite knowledge and experience to discharge the functions of secretary of the company. There are additional requirements in respect of the qualifications of a Secretary of a public company. Please clarify with Lee & Lee on the additional requirements if you need further information. The Secretary or his agent must always be present at the registered office of the company during its normal business hours. It is more convenient to appoint the Secretary after the formation of the company. Where a director is the sole director of a company, he cannot act or be appointed as the secretary of the company.
10. Restrictions may be as simple as from the directors right to refuse to register a transfer of shares right up to very complicated arrangements. One usual suggestion is as follows:
(i) where a member wishing to sell has found another member willing to purchase they may proceed to transfer.
(ii) where a member cannot find a willing member he gives a transfer notice to the company asking it to look for a purchasing member.
(iii) if the company cannot find a member willing, the member wishing to sell is at liberty to sell his shares to outside parties.
11. A company should have a minimum quorum of two members (unless it is a wholly owned subsidiary or there is only one individual member in the company). In a case of one member being the sole shareholder of the company, this one member may pass a resolution by recording the resolution and signing the record. Sometimes quorums are expressed not only in terms of absolute numbers but also together with percentage shareholdings e.g. two members holding between themselves not less than 5% of the issued share capital of the company for the time being shall be a quorum.
12. Directors’ Share Qualification. Sometimes promoters require directors to hold a minimum of shares in the company before being entitled to be appointed and to act as a director. However, a more flexible and convenient arrangement is not to require a director to hold any shares as a precondition to his being appointed or acting as such.
13. Restrictions on Borrowing. Articles for private companies usually give the directors the total discretion to borrow money and up to any amount they think fit in their absolute discretion. However, it may sometimes be desired to impose a limitation e.g. the maximum amount which they could borrow for and on behalf of the company and any amount exceeding such limits to be approved by a General Meeting of the company.
14. Retirement. Normally Articles of Association provide for directors’ retirement by rotation, that is, one-third of their number will retire in each year. As between retiring directors of equal seniority, the director to retire shall be determined by lot. We would however suggest a less complicated method where directors retire at every Annual General Meeting and are eligible for re-election.
15. Quorum. The quorum for the directors should be a minimum of two (unless there is only one director). In the case where a company only has one director, that director may make a declaration required by recording and signing the record; and such recording and signing of the declaration satisfies any requirement that the declaration be made at the meeting of the directors.
16. Alternate Directors. Articles either provide at the appointment of such alternate should be approved by the other directors or not at all in which case the alternate’s appointment takes effect without any other approval or consent.
이상. 싱가폴 진출을 희망하는 기업들의 많은 문의 바랍니다.
국제법률연구원(ILRI)
T. 02-557-3476 |
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